SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on February 14, 2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 10)*
SEI
INVESTMENTS COMPANY
(Name
of
Issuer)
Common
Stock, $.01 par value
(Title
of
Class of Securities)
784117
10 3
(CUSIP
Number)
December
31, 2007
(Date
of
Event which Requires filing of this Statement)
Check
the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o Rule
13d-1(b)
x Rule
13d-1(c)
o Rule
13d-1(d)
*
The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP
No.
784117 10 3
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Thomas
W. Smith
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
|||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
CITIZEN
OR PLACE OF ORGANIZATION
United
States
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
2,425,728
|
||
|
6
|
SHARED
VOTING POWER
10,739,832
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
3,779,792
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
10,739,832
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,519,624
|
|||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not
Applicable
|
|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.5%
|
|||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|||
-
2
-
CUSIP
No.
784117 10 3
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Scott
J. Vassalluzzo
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
|||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
CITIZEN
OR PLACE OF ORGANIZATION
United
States
|
|||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
||
|
6
|
SHARED
VOTING POWER
10,739,832
|
|||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED
DISPOSITIVE POWER
10,739,832
|
|||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,739,832
|
|||
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not
Applicable
|
|||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
|
|||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|||
-
3
-
| ITEM 1. |
(a)
|
Name
of Issuer:
|
SEI
Investments Company
|
(b)
|
Address
of Issuer's Principal Executive
Offices:
|
1
Freedom
Valley Drive
Oaks,
PA
19456-1100
| ITEM 2. |
(a)
|
Name
of Person Filing:
|
|
(i)
|
Thomas
W. Smith
|
|
(ii)
|
Scott
J. Vassalluzzo
|
The
filing of this Statement shall not be deemed to be an admission that the filing
persons (the “Reporting Persons”) comprise a “group” within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The
Reporting Persons each disclaim beneficial ownership of the shares reported
in
this Schedule 13G in excess of those shares as to which they have or share
voting or investment authority.
|
(b)
|
Address
of Principal Business
Office:
|
The
following is the address of the principal business office of each of the filing
persons:
323
Railroad Avenue
Greenwich,
CT 06830
|
(c)
|
Citizenship:
|
Each
of
Thomas W. Smith and Scott J. Vassalluzzo is a United States
citizen.
|
(d)
|
Title
of Class of Securities:
|
Common
Stock, par value $.01 per share.
|
(e)
|
CUSIP
Number:
|
784117
10
3
|
ITEM
3.
|
If
this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c),
check whether the person filing is
a:
|
Not
applicable.
If
this Statement is filed pursuant to Rule 13d-1(c), check this box
[x]
|
ITEM
4.
|
Ownership
|
|
(a)
|
Thomas
W. Smith - 14,519,624 shares; Scott J. Vassalluzzo - 10,739,832 shares;
|
|
(b)
|
Thomas
W. Smith - 7.5%; Scott J. Vassalluzzo -
5.5%
|
|
(c)
|
Mr.
Thomas W. Smith has the sole power to vote or to direct the vote
of
2,425,728 shares and the sole power to dispose or to direct the
disposition of 3,779,792 shares. Mr. Scott J. Vassalluzzo has the
sole
power to vote or dispose or to direct the vote or the disposal of
no
shares. Messrs. Smith and Vassalluzzo have the shared power to vote
or
dispose or to direct the vote or the disposal of 10,739,832 shares.
Voting
and investment authority over investment accounts established for
the
benefit of certain family members and friends of the Reporting Persons
is
subject to each beneficiary’s right to terminate or otherwise direct the
disposition of the investment account.
|
-
4
-
|
ITEM
5.
|
Ownership
of Five Percent or Less of a
Class
|
Not
applicable.
|
ITEM
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person
|
Messrs.
Smith and Vassalluzzo in the aggregate beneficially own 12,279,624 shares in
their capacities as investment managers for certain managed accounts. The
managed accounts have the right to receive dividends from, and the proceeds
from
the sale of, the managed accounts’ shares. Voting and investment authority over
investment accounts established for the benefit of certain family members and
friends of the Reporting Persons is subject to each beneficiary’s right, if so
provided, to terminate or otherwise direct the disposition of the managed
account.
|
ITEM
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on By the Parent Holding
Company
|
Not
applicable.
|
ITEM
8.
|
Identification
and Classification of Members of the
Group
|
Not
applicable.
|
ITEM
9.
|
Notice
of Dissolution of Group
|
Not
applicable.
|
ITEM
10.
|
Certification
|
By
signing below, I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of
the securities and were not acquired and are not held in connection with or
as a
participant in any transaction having that purpose or effect.
-
5
-
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
|
Date: February
14, 2008
|
||
| |
|
|
|
/s/
Thomas W.
Smith
|
||
|
Thomas
W. Smith
|
||
|
|
||
| |
|
|
|
/s/
Scott J.
Vassalluzzo
|
||
|
Scott
J. Vassalluzzo
|
||
-
6
-
JOINT
FILING AGREEMENT
The
undersigned agree that the foregoing Amendment No. 10 to the Statement on
Schedule 13G, dated February 14, 2008, is being filed with the Securities and
Exchange Commission on behalf of each of the undersigned pursuant to Rule
13d-1(k)
|
Date: February
14, 2008
|
||
| |
|
|
|
/s/
Thomas W.
Smith
|
||
|
Thomas
W. Smith
|
||
|
|
||
| |
|
|
|
/s/
Scott J.
Vassalluzzo
|
||
|
Scott
J. Vassalluzzo
|
||
-
7
-